Item
1.01 Entry into a Material Definitive Agreement.
On
August 26, 2020, Cocrystal Pharma, Inc. (the “Company”) entered into an Underwriting Agreement (as amended and restated,
the “Underwriting Agreement”) with H.C. Wainwright & Co., LLC (the “Underwriter”), pursuant to which
the Company agreed to issue and sell 14,285,715 shares of the Company’s common stock, par value $0.001 per share, at a public
offering price of $1.05 per share, less underwriting discounts and commissions (the “Offering”). Under the terms of
the Underwriting Agreement, the Company granted the Underwriter a 30-day option to purchase up to an additional 2,142,857 shares
of common stock at the same offering price to the public, solely to cover over-allotments, if any. The Company expects to receive
approximately $13.5 million in net proceeds from the Offering, after deducting underwriting discounts and estimated offering
expenses, or approximately $15.6 million if the Underwriter exercises in full its option to purchase the additional shares.
The
closing of the Offering is expected to occur on or about August 31, 2020.
The
shares are being offered and sold pursuant to the Company’s effective registration statement on Form S-3 (Registration No.
333-237738), which was declared effective by the Securities and Exchange Commission (the “SEC”) on May 13, 2020, and
the base prospectus included therein, as amended and supplemented by the preliminary prospectus supplement filed with the SEC
on August 26, 2020, and the final prospectus supplement filed with the SEC on August 27, 2020.
The
Underwriter is acting as the sole book-running manager for the Offering. The Company will pay the Underwriter an underwriting
discount equal to 7.5% of the gross proceeds of the Offering and a management fee equal to 1% of the gross proceeds of
the Offering and reimburse the Underwriter for a non-accountable expense allowance of $50,000, up to $90,000 in legal fees
and $12,900 for the clearing expenses.
The
Underwriting Agreement contains customary representations, warranties and covenants of the Company, customary conditions to closing,
indemnification obligations of the Company and the Underwriter, including for liabilities under the Securities Act of 1933, and
termination and other provisions customary for transactions of this nature. Pursuant to the Underwriting Agreement, subject to
limited exceptions, the Company agreed not to sell any shares of its common stock or any securities convertible into, or exercisable
for, common stock for a period ending 90 days after the closing of the Offering, without first obtaining the written consent of
the Underwriter.
The
foregoing description of the terms and conditions of the Underwriting Agreement and the Offering does not purport to be complete
and is subject to, and qualified in its entirety by reference to, the Underwriting Agreement, which is filed herewith as Exhibit
1.1 and is incorporated herein by reference.
A
copy of the opinion of Nason, Yeager, Gerson, Harris & Fumero, P.A. relating to the validity of the issuance and sale of shares
of the Company’s common stock pursuant to the Underwriting Agreement is also filed herewith as Exhibit 5.1. The Underwriting
Agreement and the opinion filed herewith are incorporated by reference into the above referenced Registration Statement on Form
S-3.